K. Todd Newton, age 56, has served as Chief Executive Officer and as a member of the board of directors of Apollo Endosurgery, Inc. (NASDAQ: APEN), a medical device company, since July 2014. Earlier in his career, Mr. Newton served as Executive Vice President, Chief Financial Officer and Chief Operating Officer at ArthroCare Corporation (formerly NASDAQ: ARTC), a medical device company, from 2009 to June 2014. Prior to that, Mr. Newton served in a number of executive officer roles, including President and Chief Executive Officer and as a director, at Synenco Energy, Inc., a Canadian oil sands company, from 2004 until 2008. Mr. Newton was a Partner at Deloitte & Touche LLP, a professional services network and accounting organization, from 1994 to 2004. Mr. Newton holds a B.B.A. in accounting from The University of Texas at San Antonio.

Prescience believes that Mr. Newton’s significant experience in the medical device sector as well as executive leadership experience make him a well-qualified candidate for the Board.

The principal business address of Mr. Barry is 100 Park Boulevard, San Diego, California 92101. The principal business address of Dr. Behrens Wilsey is P.O. Box 1423 Ross, California 94957. The principal business address of Mr. Newton is 3107 Point O Woods Austin, Texas 78735.

As of the date hereof, Mr. Barry, as co-trustee of a certain trust for the benefit of him and his spouse, beneficially owns the 3,300,000 shares of Common Stock held in such trust.

As of the date hereof, Dr. Behrens Wilsey and Mr. Newton do not own beneficially or of record any securities of the Company and have not entered into any transactions in securities of the Company during the past two years.

Each of the Nominees specifically disclaims beneficial ownership with respect to the securities of the Company he or she does not directly own.

For information regarding purchases and sales during the past two years of the securities of the Company by the Nominees and the other participants in this solicitation (collectively, the “Group”), see Schedule I.

On May 6, 2019, the Group entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) in which, among other things, (i) the members of the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company, (ii) the Group agreed to solicit proxies or written consents for the election of the Nominees to the Board at the Annual Meeting, (iii) each of the Nominees agreed to provide Prescience advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company of which he or she has, or would have, direct or indirect beneficial ownership so that Prescience has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by the Nominees, (iv) each of the Nominees agreed that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Prescience, and (v) Prescience agreed to pay directly all pre-approved expenses in connection with the Solicitation (as defined below).

On April 2, 2019, the members of Prescience Investment entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which they agreed to the joint filing on behalf of each of them of a Schedule 13D (and amendments thereto) with respect to shares of Common Stock of the Company.

Each of the Nominees has signed a power of attorney (“Power of Attorney”), pursuant to which Eiad Asbahi and Jay Yoon were appointed as attorney-in-fact to execute on behalf of each Nominee certain SEC filings and other documents in connection with the Solicitation.

Each of Mr. Barry and Dr. Behrens Wilsey currently serves as a member of the board of directors of Sarepta Therapeutics, Inc. (“Sarepta”), and Dr. Behrens Wilsey serves as the Chair of the Sarepta Board. Dr. Behrens Wilsey was initially appointed to the board of directors of Sarepta (formerly AVI Biopharma, Inc.) in connection with an investment in Sarepta in 2009 from a fund managed by Mr. Barry. In addition, this same fund nominated Dr. Behrens Wilsey for election to the board of directors of Amylin Pharmaceuticals, Inc., to which she was subsequently elected. Dr. Behrens Wilsey was also an investor in this fund, which was closed in 2010.

We believe that each Nominee presently is, and if elected as a director of the Company, each Nominee would be, an “independent director” within the meaning of (i) applicable NASDAQ listing standards applicable to board composition, including Rule 5605(a)(2), and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. However, under the NASDAQ listing rules, a final determination as to the independence of the Nominees will not be made until after their election and appointment to the Board. No Nominee is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.

Other than stated herein, there are no arrangements or understandings between the members of the Group or any other person or persons pursuant to which the nomination of the Nominees described herein is to be made, other than the consent by each Nominee to be named in this Proxy Statement and to serve as a director of the Company if elected as such at the Annual Meeting. None of the Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceeding.

We do not expect that the Nominees will be unable to stand for election, but, in the event any Nominee is unable to serve or will not serve for good cause, the shares of Common Stock represented by the enclosed BLUE proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company’s Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, we would identify and properly nominate such substitute nominee(s) in accordance with the Bylaws and shares of Common Stock represented by the enclosed BLUE proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size, increases the number of directors whose terms expire at the Annual Meeting, or reconstitutes or reconfigures the classes on which the current directors serve.

WE URGE YOU TO VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES ON THE ENCLOSED BLUE PROXY CARD.

PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As we anticipate will be discussed in further detail in the Company’s proxy statement, the Company should propose that the shareholders ratify the Audit Committee’s appointment of BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. Additional information regarding this proposal should be contained in the Company’s proxy statement.

WE RECOMMEND A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF BDO AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019 AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.

VOTING AND PROXY PROCEDURES

Shareholders are entitled to one vote for each share of Common Stock held of record on the Record Date with respect to each matter to be acted on at the Annual Meeting. Only shareholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Shareholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares. Shareholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares after the Record Date. Based on publicly available information, Prescience believes that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the Common Stock.

Shares of Common Stock represented by properly executed BLUE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of our Nominees and FOR the ratification of the selection of BDO as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019, as described herein.

This Proxy Statement is soliciting proxies to elect only our Nominees as Class II directors in opposition to any other Class II nominees that are up for election at the Annual Meeting. Accordingly, the enclosed BLUE proxy card may only be voted for the Nominees and does not confer voting power with respect to the Company’s nominees or with respect to the Petit Group’s nominees. The participants in this solicitation intend to vote the Prescience Group Shares in favor of the Nominees. Shareholders should refer to the Company’s prior SEC filings and proxy materials, if any, for the names, backgrounds, qualifications and other information concerning any Company nominees and should refer to the Petit Group’s proxy statement for the names, backgrounds, qualifications and other information concerning any such nominees. There is no assurance that any of the Company’s nominees or any the Petit Group’s nominees will serve as a director if any or all of our Nominees are elected.

While we currently intend to vote all of the Prescience Group Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Prescience Group Shares for some or all of the Company’s nominees or the Petit Group’s nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all shareholders. We would only intend to vote some or all of the Prescience Group Shares for some or all of the Company’s nominees or the Petit Group’s nominees in the event it were to become apparent to us, based on the projected voting results at such time, that less than all of the Nominees would be elected at the Annual Meeting and that by voting the Prescience Group Shares we could help elect the Company nominees or the Petit Group nominees that we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest of all shareholders. Shareholders should understand, however, that all shares of Common Stock represented by the enclosed BLUE proxy card will be voted at the Annual Meeting as marked.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

The presence, in person or by proxy, of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting and at any adjournments thereof. Abstentions and broker non-votes will be counted for purposes of determining if a quorum is present at the Annual Meeting. If a quorum is not present or represented at the Annual Meeting, the chairman of the meeting or the shareholders holding a majority of the shares of common stock present in person or represented by proxy, and entitled to vote, have the power to adjourn the meeting from time to time without notice, other than an announcement at the meeting, until a quorum is present or represented. Directors, officers and employees of the Company may solicit proxies for the reconvened meeting in person or by mail, telephone or telegram. At any such reconvened meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally scheduled.

Votes cast in person or by proxy, abstentions and broker non-votes will be tabulated by the inspector of election and will be considered in the determination of whether a quorum is present at the Annual Meeting. The inspector of election will treat shares represented by executed proxies that abstain as shares that are present and entitled to vote for purposes of determining the approval of such matter; however, abstentions will not be counted as votes cast “for” or “against” any proposal and will have no effect on the voting results for any proposal.

Shares held by a broker as nominee (i.e., in “street name”) that are represented by proxies at the Annual Meeting, but that the broker fails to vote on one or more matters as a result of incomplete instructions from a beneficial owner of the shares (“broker non-votes”), will be treated as present for quorum purposes. Broker non-votes are counted for purposes of determining the presence of a quorum; however, they will not be counted as votes cast “for” or “against” any proposal and will have no effect on the voting results for any proposal. The election of directors is not considered a “routine” matter as to which brokers may vote in their discretion on behalf of clients who have not furnished voting instructions with respect to such matters. As a result, if you hold your shares in street name and do not provide your broker with voting instructions, your shares will not be voted at the Annual Meeting with respect to the election of directors. The ratification of BDO as the Company’s independent registered public accounting firm is considered a “routine matter,” and therefore, brokers will have the discretion to vote on this matter even if they do not receive voting instructions from the beneficial owner of the shares.

If you are a shareholder of record, you must deliver your vote by mail, attend the Annual Meeting in person and vote, vote by Internet or vote by telephone in order to be counted in the determination of a quorum.

If your shares are held in the name of your broker, a bank or other nominee, that party will give you instructions for voting your shares. If you do not give instructions to your bank or brokerage firm, it will not be allowed to vote your shares with respect to any of the proposals to be presented at the Annual Meeting. In the absence of voting instructions, shares subject to such so-called broker non-votes will not be counted as voted on those proposals and so will have no effect on the vote, but will be counted as present for the purpose of determining the existence of a quorum. Accordingly, we encourage you to vote promptly, even if you plan to attend the Annual Meeting.

VOTES REQUIRED FOR APPROVAL

Election of Directors ─ The election of directors will be determined by a plurality of the votes cast at the Annual Meeting in a contested election and a majority of the votes cast in non-contested elections. As a result of our nomination of the Nominees, we expect that the three (3) Class II nominees receiving the highest number of affirmative votes will be elected as the Class II directors. With respect to the election of directors, only votes cast “FOR” a nominee will be counted. Proxy cards specifying that votes should be withheld with respect to one or more nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees. Neither a withhold vote nor a broker non-vote will count as a vote cast “FOR” or “AGAINST” a director nominee. Therefore, withhold votes and broker non-votes will have no direct effect on the outcome of the election of directors.

The Company has majority voting in uncontested elections of directors, in which nominees for director shall be elected by a majority of the votes cast by the shares entitled to vote. In the event an incumbent director fails to receive a majority of the votes cast in an uncontested election, the director shall promptly tender his or her resignation to the Board. The Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board, taking into account the recommendation of the Nominating and Corporate Governance Committee, will determine whether to accept or reject such resignation, or what other action should be taken, within 100 days from the date of the certification of election results.

The ratification of BDO as the Company’s independent registered public accounting firm would be approved if the votes cast by the holders of shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action.

REVOCATION OF PROXIES

Shareholders of the Company may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although, attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Prescience in care of Saratoga at the address set forth on the back cover of this Proxy Statement or to the Company at MiMedx Group, Inc., 1775 West Oak Commons Ct. NE, Marietta, Georgia 30062 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Prescience in care of Saratoga at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date. Additionally, Saratoga may use this information to contact shareholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Prescience. Proxies may be solicited by mail, facsimile, telephone, telegraph, Internet, in person and by advertisements.

Members of the Group have entered into an agreement with Saratoga for solicitation and advisory services in connection with this solicitation, for which Saratoga will receive a fee not to exceed $100,000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Saratoga will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Prescience has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. Prescience will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Saratoga will employ approximately 15 persons to solicit shareholders for the Annual Meeting.

The entire expense of soliciting proxies is being borne by Prescience. Costs of this solicitation of proxies are currently estimated to be approximately $900,000 (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). Prescience estimates that through the date hereof its expenses in connection with this solicitation are approximately $650,000. To the extent legally permissible, if Prescience is successful in its proxy solicitation, Prescience intends to seek reimbursement from the Company for the expenses it incurs in connection with this solicitation. Prescience does not intend to submit the question of such reimbursement to a vote of security holders of the Company.

ADDITIONAL PARTICIPANT INFORMATION

The Nominees and the members of Prescience are participants in this solicitation. The principal business of Prescience Partners and Prescience Point is investing in securities. The principal business of Prescience Capital is serving as the general partner of each of Prescience Partners and Prescience Point. The principal business of Prescience Management is serving as the investment manager to each of Prescience Partners and Prescience Point as well as serving as the investment manager to the SMAs (as defined below). The principal occupation of Mr. Asbahi is serving as the Managing Member of Prescience Management. The principal occupation of Mr. Barry is serving as a private, independent investor. The principal occupation of Dr. Behrens Wilsey is serving as an independent life sciences consultant and investor. The principal occupation of Mr. Newton is serving as the Chief Executive Officer of Apollo Endosurgery, Inc., a medical device company.

The address of the principal office of each of Prescience Partners, Prescience Point, Prescience Capital, Prescience Management and Mr. Asbahi is 1670 Lobdell Avenue, Suite 200, Baton Rouge, Louisiana 70806. The principal business address of Mr. Barry is 100 Park Boulevard, San Diego, California 92101. The principal business address of Dr. Behrens Wilsey is P.O. Box 1423 Ross, California 94957. The principal business address of Mr. Newton is 3107 Point O Woods Austin, Texas 78735.

As of the date hereof, Prescience Partners directly owns 4,888,652 shares of Common Stock. As of the date hereof, Prescience Point directly owns 1,845,539 shares of Common Stock.

Prescience Capital, as the general partner of each of Prescience Partners and Prescience Point, beneficially owns the (i) 4,887,652 shares of Common Stock owned directly by Prescience Partners and (ii) 1,845,539 shares of Common Stock owned directly by Prescience Point. Prescience Management, as the investment manager and general partner of each of Prescience Partners and Prescience Point and certain separately managed accounts (the “SMAs”), beneficially owns the (i) 4,887,652 shares of Common Stock owned directly by Prescience Partners, (ii) 1,845,539 shares of Common Stock owned directly by Prescience Point and (iii) 884,144 shares of Common Stock held in the SMAs. Mr. Asbahi, as the Managing Member of Prescience Management, beneficially owns the (i) 4,887,652 shares of Common Stock owned directly by Prescience Partners, (ii) 1,845,539 shares of Common Stock owned directly by Prescience Point and (iii) 884,144 shares of Common Stock held in the SMAs. Mr. Barry, as co-trustee of a certain trust for the benefit of him and his spouse, is the beneficial owner of the 3,300,000 shares of Common Stock held in such trust.

Each participant in this solicitation is a member of the Group with the other participants for the purposes of Section 13(d)(3) of the Exchange Act. The Group beneficially owns the 10,918,335 shares of Common Stock owned in the aggregate by all of the participants in this solicitation. Each participant in this solicitation disclaims beneficial ownership of the shares of Common Stock that he, she or it does not directly own. For information regarding purchases and sales of securities of the Company during the past two (2) years by the participants in this solicitation, see Schedule I.

The shares of Common Stock purchased by each of Prescience Partners and Prescience Point and held in the SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past ten (10) years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two (2) years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting.

On May 8, 2019, Prescience Management delivered the Litigation Letter to the Honorable Judges Kevin J. Carroll and Angela C. Dempsey of the Second Judicial Circuit Court for and in Leon County, Florida, in connection with the action commenced by the City of Hialeah Employees’ Retirement System seeking an order to compel the Company to hold an annual meeting at which members of the Board will be elected. In the Litigation Letter, Prescience Management requested that the Court grant the Plaintiff City of Hialeah Employees’ Retirement System’s motion for summary judgement and enter a final declaratory judgement in favor of the Plaintiff and against the Company and to order the Company to require the election of both Class II and Class III directors at the Annual Meeting. Prescience Management delivered the Litigation Letter based on its belief that shareholders deserve to elect a majority of the Company’s Board without further delay, and that both Class II and Class III directors should stand for election at the Annual Meeting.

Except as otherwise disclosed in this Proxy Statement, there are no material proceedings to which any participant in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten (10) years.

OTHER MATTERS AND ADDITIONAL INFORMATION

Based on the Petit Group’s filings with the SEC, the Petite Group has nominated Parker H. “Pete” Petit, David J. Furstenberg, and Shawn P. George for election to the Board at the Annual Meeting. In addition, based on the Petit Group’s filings with the SEC, the Petite Group has submitted two other proposals to be voted on by shareholders at the Annual Meeting. One such proposal is to approve a resolution to require the Board to amend the Bylaws to require the Company to specify that the meeting date to elect the Company’s Class III directors in 2019 will take place on July 25, 2019. The other such proposal is to approve a resolution that would repeal any provision or amendment to the Bylaws adopted by the Board (and not by the shareholders of the Company) subsequent to October 3, 2018.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of the document to you if you write to our proxy solicitor, Saratoga, at the following address or phone number: 520 8th Avenue, 14th Floor, New York, New York 10018 or call toll free at (888) 368-0379. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

Except as disclosed herein, Prescience is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Prescience is not aware of at a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed BLUE proxy card will vote on such matters in their discretion.

SHAREHOLDER PROPOSALS

The Company has not yet publicly disclosed the deadline for shareholders to submit a proposal to be included in the Company’s proxy statement for its annual meeting of shareholders for fiscal 2019 (the “2019 Annual Meeting”) or the deadline to nominate a director or bring other business before the shareholders at the 2019 Annual Meeting. If the Company publicly discloses these deadlines, we intend to supplement this Proxy Statement with such information and file revised definitive materials with the SEC. Proposals of shareholders intended for inclusion in the Company’s proxy statement relating to the 2019 Annual Meeting must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the SEC. To be timely, any proposal or nomination for director that a shareholder wishes to propose for consideration at the 2019 Annual Meeting, but does not seek to include in the Company’s proxy materials, must be delivered to the Secretary of the Company at the principal executive office of the Company no more than 190 days prior to such annual meeting nor less than the later of (i) 90 days prior to the date of such annual meeting and (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of the postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a shareholder’s notice as described above.

INCORPORATION BY REFERENCE

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING based on reliance on Rule 14a-5(c). THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, AND OTHER IMPORTANT INFORMATION.

If the Company distributes such information to shareholders at least 10 days prior to the Annual Meeting, we will distribute to the shareholders a supplement to this Proxy Statement containing such disclosures at least 10 days prior to the Annual Meeting. We take no responsibility for the accuracy or completeness of information contained in or excerpted from the Company’s proxy statement and any other information disseminated by the Company. Except as otherwise noted herein, the information in this Proxy Statement concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information.

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY BY THE PARTICIPANTS DURING THE PAST TWO YEARS

PRESCIENCE PARTNERS, LP

PRESCIENCE POINT SPECIAL OPPORTUNITY LP

PRESCIENCE INVESTMENT GROUP, LLC

Through the SMAs

RICHARD J. BARRY

Through Trust

_________________________

¹ These options expired worthless pursuant to their terms on September 21, 2018.

² Represents a transfer of common stock from a certain SMA of Prescience Investment Group, LLC to Prescience Point Special Opportunity LP.

IMPORTANT

Tell the Board what you think! Your vote is important. No matter how few shares of Common Stock you own, please give Prescience your proxy FOR the election of the Nominees and in accordance with Prescience’s recommendations on the other proposals on the agenda for the Annual Meeting by taking three steps:

If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed BLUE voting form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Saratoga at the address set forth below.

BLUE PROXY CARD

MIMEDX GROUP, INC.

ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF PRESCIENCE PARTNERS, LP AND THE OTHER PARTICIPANTS IN ITS PROXY SOLICITATION

THE BOARD OF DIRECTORS OF MIMEDX GROUP, INC.

IS NOT SOLICITING THIS PROXY

P         R         O         X         Y

The undersigned appoints Eiad Asbahi attorney and agent with full power of substitution to vote all shares of Common Stock of MiMedx Group, Inc. (the “Company”) which the undersigned would be entitled to vote if personally present at the upcoming Annual Meeting of Shareholders of the Company scheduled to be held on June 17, 2019 at 9:00 a.m. Eastern Daylight Time, at a location in Marietta, Georgia to be determined (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorney and proxy or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Prescience Partners, LP, Prescience Point Special Opportunity LP, Prescience Capital, LLC, Prescience Investment Group, LLC and Eiad Asbahi a reasonable time before this solicitation, each of whom are deemed participants in this solicitation.